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Mazars Cororate Finance & Transaction Support Services for South West & Wales

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Mazars Corporate Finance andTransaction Services

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Mazars Corporate Finance and Transaction International, independent and integrated Mazars in the United Kingdom A major assurance and advisory firm in the UK with more than 1,100 staff operating from 15 offices Strong focus on providing services to owner managed businesses and listed companies, particularly those with international operations Fee income > £100mServices 2

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International, independent and integrated WorldwideMazars Corporate Finance and Transaction Worldwide 82 countries 313 offices 28,000 staff One of the world’s leading accountancy and advisory firms An integrated network of 13,000 professional staff in 61 countries, generating revenues of more than $1 billion As a founding member of Praxity, the 7th largest firm alliance worldwide, we have access to 26,000 professionals in 82 countriesServices 3

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Mazars Corporate Finance and Transaction Why Mazars? Lead Advisory  Our focus is on providing a lead advisory service to a range of listed companies, owner managed businesses, entrepreneurs, investors and small and medium sized companies  We work closely with businesses and managers to understand their needs and offer a range of possible solutions  As advisors we aim to support our clients throughout their lifecycle and to build lasting working relationships  We are experienced in taking public companies private, capital raisings and regulated workServices  Our teams are partner led, supported by a dedicated client service team 7

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Mazars Corporate Finance and Transaction Our services Lead Advisory Disposals Acquisitions Finance Raisings Mergers  Identify potential buyers  We can help identify and  Delivery of advice on  Mazars can act on behalf & co-ordinating the evaluate potential targets the most appropriate of a client to negotiate a distribution of information way to raise finance favourable deal to interested parties  We provide a range of advisory services covering  We have experience in  Our input can provide the  Production of business all parts of the acquisition helping companies necessary momentum to plans process raise debt and capital ensure a smooth route to both privately and completion  We can help our clients  Our team is generally through the public to structure a deal to engaged in a deal markets their best advantage structuring role  Helping clients to ensuring a successful sale  We advise management optimise return and teams on all aspects of working capitalServices MBOs and MBIs requirements 8

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Mazars Corporate Finance and Transaction Our services (continued) Lead Advisory Financial General Advisory Valuations MBOs & MBIs Modelling Services  We are experienced at  We put together financial  We work closely with  Alongside the more valuing businesses in a models for clients to management teams to specific services, we offer range of sectors enable them to evaluate understand their needs a more “high level” businesses and proposals general advisory  We use methodologies  We drive the process to capability appropriate to the type of  These can range from free management time business being valued simple cash flow forecasts  We provide clients with to complicated scenario  We like to be viewed guidance and help on and the purpose of the valuation modelling as an extension of the strategic matters and management team specific deal related  We benchmark value to  These are then used in the issues similar companies or production of a business transactions planServices 9

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Mazars Corporate Finance and Transaction Assisting you make the right decision Our approach to working with lenders is designed to assist you undertake a robust pre-deal evaluation of the investment opportunity. This will assist you to make informed decisions on … Whether or not to proceed with the deal … whether or not to lend … the pricing of key risks … prospects of servicing the debt … … and ultimately, assist you to minimise risks associated with the lending decision and assist the target business maximise valueServices from the funds received 14

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Our due diligence approach At Mazars we do not have a standard due diligence “product”. WeMazars Corporate Finance and Transaction believe that it is critical to understand your objectives and to adapt our processes and approach to reflect the key risks of each transaction and the strengths and weaknesses of your team Our approach comprises a combination of operational, commercial and financial due diligence, and …; … a tailored and flexible … identifying and … high levels of service approach reporting issues  our scope of work will be  our team will be partner  we will report to you on adapted to meet your exact needs led and comprise senior the issues that matter and staff who are experienced provide you with the in transaction projects assurance you need to  our partners and the team make the right decision will be available at all times to discuss anyServices issues that arise during the due diligence process 15

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Our due diligence approach Our Transaction Services team has significant expertise andMazars Corporate Finance and Transaction experience of supporting clients with high quality services at all stages of the acquisition process From our perspective it is important that commercial and operational due diligence work is started before any detailed analysis of the financials is undertaken Deal Search for Operational Commercial Financial Post success acquisition due due due deal and targets diligence diligence diligence integration strategy review This way comfort can be obtained that financial analysis is performed in the ‘right context’Services 16

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Operational due diligence (‘ODD’) To ensure the maximum benefit is achieved from a transaction it isMazars Corporate Finance and Transaction critical that the internal operations of both the target and the acquirer are leveraged to unlock value, seize opportunities for synergies and efficiencies and maximise cash flows Key issues we would typically address during ODD include; Staff and Business Customer and The supply chain management team processes supplier relations  individuals who may  understanding their  key  understanding the be critical to ongoing systems and characteristics of nature of customer success processes existing chain and supplier  barriers to  barriers to  extent to which relationships successful integration of key supply chain  barriers to integration of teams systems efficiencies may changing existing  demographic  key areas where be obtained relationships characteristics of the efficiencies may be  barriers to staff pool obtained integration ofServices supply chains Our work in these areas is typically performed in partnership with your team and the extent of our involvement is tailored to your needs. 17

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Commercial due diligence (‘CDD’) Commercial due diligence involves a thorough assessment of ‘externalMazars Corporate Finance and Transaction factors’ and the target’s position in the current and projected market conditions. Key here is developing a detailed understanding the wider market and competitive landscape in the target’s industry This is particularly important if you are considering an acquisition to help expansion into new markets Key issues we would typically address during CDD include; Competitive Product Market access Order ‘pipeline’ landscape positioning  extent to which  understanding key  understanding the  the extent to which barriers to entering local and global USP’s of the target’s committed orders the market exist competitors and competitors have been  successes or failures  identification of key products received of others in entering current and  investigating market  assessing future the market expected market perceptions of the intentions of key trends products customersServices Work in these areas is typically performed in partnership with your team and the extent of our involvement is tailored to your needs. 18

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Financial due diligence (‘FDD’) Understanding an organisation’s historical financial performance, its onMazars Corporate Finance and Transaction and off balance sheet assets and liabilities, and the key assumptions underpinning its projected performance is crucial to assessing the viability of a transaction and deal price Key issues addressed during FDD are typically driven by the findings of CDD and ODD, these may include; Historical financial Working capital Projected financial Purchase price performance requirement performance adjustments  assessment of  understanding  assessing the extent  assessing the ‘normalised’ fluctuations in to which key extent to which profitability and cash working capital assumptions reflect issues identified flows requirement historical trends (e.g. off balance  cross referencing  Identification of  sensitivity analysis sheet liabilities, key historical trends / potential ‘funding and robustness of EBIT adjustments) ratios to projections gaps’ contingency plans may impact on the purchase priceServices Work in these areas is typically performed in partnership with your team and the extent of our involvement is tailored to your needs. 19

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Big experience Recent lender focused projects includeMazars Corporate Finance and Transaction Provided financial Provided financial Provided working Provided financial Provided financial due and tax due Provided operational capital reviews for and tax due and tax diligence to diligence to and commercial due diligence to an due diligence to an diligence to Insurance broker electrical control and and systems business in the context of Financial Services and in the context of re- providing additional division in the context of financing a in the context of funding to an providing short term in the context of an in the context of bathroom products the acquisition of insurance industry working capital funds to a acquisition an MBO business United Leisure Ltd business number of customers Independent Independent Independent Independent Independent Independent Business Review Business Review Business Review Business Review Business Review Business Review for and turnaround and turnaround for for for advice to advice to and the management and the management and the management and the management team of an IT software and the management team of an automotive and the management team of a nursing and team of an business team of a niche planning dealer team of a independent care home business in the audio-visual business consultancy business school South WestServices 20

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Mazars Corporate Finance and Transaction Services Mazars21 South West Team

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Your local team big experience is backed by aMazars Corporate Finance and Transaction Our personal touch Adrian GODFREY Partner – Corporate Finance Adrian specialises in M&A and private equity work. He has experience in a wide range of sectors including manufacturing, engineering, support services, healthcare and education. He also provides advice to higher and further education institutions on mergers and strategic projects. Telephone: +44 (0) 117 973 4481 Email: adrian.godfrey@mazars.co.uk Chris HODGE Director - Transaction Services Chris has specialised in TS for over 7 years. He has significant experience of cross border deals and has worked with many banks, private equity firms and other financial investors along with a wide variety of organisations ranging from start up businesses to FTSE 100 groups.Services Telephone: +44 (0) 207 063 4399 Email: chris.hodge@mazars.co.uk 23

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Your local team big experience is backed by aMazars Corporate Finance and Transaction Our personal touch John HUGHES Manager – Corporate Finance John is a former senior banker with 6 years experience in corporate finance and is well known within Bristols professional community. He specialises in M&A transactions and debt raising in a wide range of sectors including food and drink, healthcare and property. Telephone: +44 (0) 117 973 4481 Email: john.hughes@mazars.co.uk Neil DAVIES Manager – Corporate Finance Neil has considerable deal experience across a range of sectors and has worked on public and private transactions including strategic acquisitions, disposals, management buy-outs and buy-ins. Previously, Neil has worked for Deloitte and Smith & Williamson.Services Telephone: +44 (0) 1202 688445 Email: neil.davies@mazars.co.uk 24